Press Release

Pandora Announces Completion of “Go-Shop” Process

Company Release - 10/24/2018 9:59 AM ET

Acquisition by SiriusXM remains on track, expected to close in Q1 2019

OAKLAND, Calif.--(BUSINESS WIRE)--
Pandora (NYSE: P) today announced the completion of the “go-shop”
process under the merger agreement with Sirius XM Holdings Inc. Pandora
continues to expect the pending acquisition to close in the first
quarter of 2019, subject to customary closing conditions, regulatory
review and stockholder approval.

Pandora has concluded its discussions with other parties about an
alternative transaction pursuant to the “go-shop,” and the Pandora Board
of Directors continues to recommend the SiriusXM acquisition as fair to
and in the best interest of Pandora’s stockholders. Pandora is now
subject to customary ”no-shop“ provisions that limit its ability to
solicit alternative acquisition proposals, subject to customary
“fiduciary out” provisions.

ABOUT PANDORA

Pandora is the world’s most powerful music discovery platform—a place
where artists find their fans and listeners find music they love. We are
driven by a single purpose: unleashing the infinite power of music by
connecting artists and fans, whether through earbuds, car speakers, or
anywhere fans want to experience it. Our team of highly trained
musicologists analyze hundreds of attributes for each recording which
powers our proprietary Music Genome Project®, delivering billions of
hours of personalized music tailored to the tastes of each music
listener, full of discovery, making artist/fan connections at
unprecedented scale. Founded by musicians, Pandora empowers artists with
valuable data and tools to help grow their careers and connect with
their fans.

This communication is being made in respect of the proposed merger
transaction involving Sirius XM Holdings Inc. ("SiriusXM") and Pandora
Media, Inc. ("Pandora"). SiriusXM intends to file a registration
statement on Form S-4 with the SEC, which will include a proxy statement
of Pandora and a prospectus of SiriusXM and each party will file other
documents regarding the proposed transaction with the SEC. Any
definitive proxy statement(s)/prospectus(es) will also be sent to the
stockholders of Pandora seeking any required stockholder approval. This
communication does not constitute an offer to sell or the solicitation
of an offer to buy any securities or a solicitation of any vote or
approval. Before making any voting or investment decision, investors
and stockholders of Pandora are urged to carefully read the entire
registration statement and proxy statement/prospectus, when they become
available, and any other relevant documents filed with the SEC, as well
as any amendments or supplements to these documents, because they will
contain important information about the proposed transaction. The
documents filed by SiriusXM and Pandora with the SEC may be obtained
free of charge at the SEC's website at www.sec.gov.
In addition, the documents filed by SiriusXM may be obtained free of
charge from SiriusXM at www.siriusxm.com,
and the documents filed by Pandora may be obtained free of charge from
Pandora at www.Pandora.com.
Alternatively, these documents, when available, can be obtained free of
charge from SiriusXM upon written request to SiriusXM, 1290 Avenue of
the Americas, 11th Floor, New York, New York 10104, Attn: Investor
Relations, or by calling (212) 584-5100, or from Pandora upon written
request to Pandora, 2100 Franklin Street, Suite 700, Oakland, California
94612 Attn: Investor Relations or by calling (510) 451-4100.

SiriusXM and Pandora and certain of their respective directors and
executive officers may be deemed to be participants in the solicitation
of proxies from the stockholders of Pandora in favor of the approval of
the merger. Information regarding SiriusXM's directors and executive
officers is contained in SiriusXM's Annual Report on Form 10-K for the
year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2018 and June 30, 2018 and its Proxy
Statement on Schedule 14A, dated April 23, 2018, which are filed with
the SEC. Information regarding Pandora's directors and executive
officers is contained in Pandora's Annual Report on Form 10-K for the
year ended December 31, 2017, its Quarterly Reports on Form 10-Q for the
quarterly periods ended March 31, 2018 and June 30, 2018 and its Proxy
Statement on Schedule 14A, dated April 10, 2018, which are filed with
the SEC. Additional information regarding the interests of those
participants and other persons who may be deemed participants in the
transaction may be obtained by reading the registration statement(s) and
the proxy statement(s)/prospectus(es) when they become available. Free
copies of these documents may be obtained as described in the preceding
paragraph.

FORWARD-LOOKING STATEMENTS

This communication contains "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements about future
financial and operating results, our plans, objectives, expectations and
intentions with respect to future operations, products and services; and
other statements identified by words such as "will likely result," "are
expected to," "will continue," "is anticipated," "estimated," "believe,"
"intend," "plan," "projection," "outlook" or words of similar meaning.
Such forward-looking statements are based upon the current beliefs and
expectations of our management and are inherently subject to significant
business, economic and competitive uncertainties and contingencies, many
of which are difficult to predict and generally beyond our control.
Actual results and the timing of events may differ materially from the
results anticipated in these forward-looking statements.

In addition to factors previously disclosed in SiriusXM's and Pandora's
reports filed with the SEC and those identified elsewhere in this
communication, the following factors, among others, could cause actual
results and the timing of events to differ materially from the
anticipated results or other expectations expressed in the
forward-looking statements: ability to meet the closing conditions to
the merger, including the approval of Pandora's stockholders on the
expected terms and schedule and the risk that regulatory approvals
required for the merger are not obtained or are obtained subject to
conditions that are not anticipated; delay in closing the merger;
failure to realize the expected benefits from the proposed transaction;
risks related to disruption of management time from ongoing business
operations due to the proposed transaction; SiriusXM's or Pandora's
substantial competition, which is likely to increase over time;
SiriusXM's or Pandora's ability to retain subscribers or increase the
number of subscribers is uncertain; SiriusXM's or Pandora's ability to
profitably attract and retain subscribers; failing to protect the
security of the personal information about SiriusXM's or Pandora's
customers; interference to SiriusXM's or Pandora's service from wireless
operations; SiriusXM and Pandora engage in substantial marketing efforts
and the continued effectiveness of those efforts are an important part
of SiriusXM's and Pandora's business; consumer protection laws and their
enforcement; SiriusXM's or Pandora's failure to realize benefits of
acquisitions or other strategic initiatives; unfavorable outcomes of
pending or future litigation; the market for music rights, which is
changing and subject to uncertainties; SiriusXM's dependence upon the
auto industry; general economic conditions; existing or future
government laws and regulations could harm SiriusXM's or Pandora's
business; failure of SiriusXM's satellites would significantly damage
its business; the interruption or failure of SiriusXM's or Pandora's
information technology and communications systems; rapid technological
and industry changes; failure of third parties to perform; SiriusXM's
failure to comply with FCC requirements; modifications to SiriusXM's or
Pandora's business plan; SiriusXM's or Pandora's indebtedness;
SiriusXM's studios, terrestrial repeater networks, satellite uplink
facilities or SiriusXM's or Pandora's other ground facilities could be
damaged by natural catastrophes or terrorist activities; SiriusXM's
principal stockholder has significant influence over its affairs and
over actions requiring stockholder approval and its interests may differ
from interests of other holders of SiriusXM's common stock; SiriusXM is
a "controlled company" within the meaning of the NASDAQ listing rules;
impairment of SiriusXM's or Pandora's business by third-party
intellectual property rights; changes to SiriusXM's dividend policies
which could occur at any time; and risks related to the inability to
realize cost savings or revenues or to implement integration plans and
other consequences associated with mergers, acquisitions and
divestitures. The information set forth herein speaks only as of the
date hereof, and SiriusXM and Pandora disclaim any intention or
obligation to update any forward looking statements as a result of
developments occurring after the date of this communication.

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